Item

Details

1

USD52,550,000/- corporate guarantee from Ibex Limited, Bermuda (the “Guarantor”) covering along with relevant board resolution and external legal opinion in a format acceptable to the Bank from a legal firm qualified to advise as a matter of Bermuda laws and on the Bank’s approved List.

2

General assignment of the receivables payable to the Customer to be executed between the Customer and the Bank.

3

Deposit Account Control Agreement to be executed between HSBC Bank USA N.A. (hereinafter “HBUS”) as “Bank”, HSBC Bank Middle East Limited (as “Secured Party” and “Issuing Party”) and

the Customer (as “Account Holder”) (the “DACA”).

No.

Details

1

The Customer shall not be entitled to request the Drawdown unless it has completed all the mandate documents to the Bank’s satisfaction.

No.

Details

1

The Customer undertakes that the External Net Funded Debt / Consolidated EBITDA Ratio of the Group shall not be greater than 2.5:1 at any time.

In this section:

 

Capital Lease means any lease of any property (whether real, personal or mixed) that, in conformity with GAAP, should be accounted for as a financing or capital lease. For avoidance of doubt, the determination

of whether a lease is a Capital Lease shall be based upon GAAP without giving effect to ASC 842 or any similar accounting principle.

Capital Lease Obligations means that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP.

 

Cash Equivalent Investments means:

 

(a)          direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

 

(b)          investments in U.S. dollar denominated commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

 

(c)          investments in certificates of deposit, banker’s acceptances and time deposits maturing within one hundred eighty (180) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

 

(d)          fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

 

(e)          money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; and

 

(f)          in the case of investments that is not organized under the laws of the United States, any state thereof or the District of Columbia, or investments made in a country outside the United States, other investments of comparable tenor and credit quality to those described in the foregoing clauses (a) through (e) customarily utilized in the countries where such person is located or in which such investment is made.

Consolidated EBITDA means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of:

 

(a)          Consolidated Interest Expense,

 

(b)          income tax expense,

 

(c)          depreciation expense,

 

(d)          amortization expense,

 

(e)          Transaction Expenses which are reasonably documented and disclosed to the Bank prior to the date of this Facility Offer Letter,

 

(f)          unusual, infrequent and non-recurring items relating to severance costs, losses from the disposition of property outside of the ordinary course of business, and loss on lease terminations,

 

(g)          other unusual, infrequent and non-recurring items approved by the Bank, and

 

(h)          other non-cash charges, expenses or losses (excluding any such non-cash charge to the extent it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period),

minus, to the extent included in determining Consolidated Net Income for such period, the sum of (i) unusual or non-recurring gains and non-cash income, (ii) any other non-cash income or gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash charge in any prior period), (iii) any foreign currency gains and gains on lease termination and (iv) any after-tax net gains realized from the disposition of property outside of the ordinary course of business, all as determined on a consolidated basis. For the purpose of calculating Consolidated EBITDA for any period, if during such period the Group shall have consummated an acquisition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such acquisition occurred on the first day of such period.

 

Consolidated Interest Expense means, for any period, total interest expense (including that attributable to Capital Lease Obligations) net of total interest income of the Group on a consolidated basis for such period with respect to all outstanding indebtedness of the Group (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under swap contracts in respect of interest rates to the extent that such net costs are allocable to such period).

Consolidated Net Income means, for any period, the consolidated net income (or loss) of the Group on a consolidated basis calculated in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Guarantor or is merged into or consolidated with the Group, (b) the income (or deficit) of any Person (other than a Subsidiary of the Guarantor) in which the Guarantor or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Guarantor or such Subsidiary in the form of dividends or similar distributions, and (c) the undistributed earnings of any Subsidiary of the Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Facility Document) or requirement of Law applicable to such Subsidiary.

 

Consolidated Total Debt means, as of any date of determination, the outstanding principal amount of all indebtedness constituting (a) indebtedness for borrowed money (including purchase money indebtedness); (b) unreimbursed drawings under letters of credit to the extent not reimbursed within one Business Day following the drawing thereof (or such later time as may be permitted by the documentation governing the issuance of such letter of credit); (c) Capital Lease Obligations; (d) indebtedness obligations evidenced by bonds, debentures, notes (including seller notes) or similar instruments (but excluding, for the avoidance of doubt, surety bonds, performance bonds and similar instruments); and (e) any earn-out obligation, purchase price adjustment or similar obligation (x) for which 30 days have lapsed since the date such obligation became due and payable in cash and has not been paid and (y) reflected as a liability on the balance sheet of such person in accordance with GAAP; in each case, of the Group on such date, on a consolidated basis and determined in accordance with GAAP (but without giving effect to any election to value any such Indebtedness at “fair value”, as described in the definition of “GAAP”, or any other accounting principle that results in any such indebtedness (other than zero coupon indebtedness) being reflected as an amount below the stated principal amount thereof and excluding, in any event, the effects of any discounting of indebtedness resulting from the application of acquisition method accounting in connection with any investment).

No

Details

1

The Commercial Card Facility shall be subject to the Commercial Card Terms and Conditions. The Customer agrees, that unless otherwise agreed, a person who according to the Bank’s record is authorized to sign on behalf of the Customer, can also sign any Commercial Card Application Form

and request cards to be issued within the approved Commercial Card Facility Credit Limit.

2

Except with the prior written consent of the Bank, the Customer shall not make any substantial change to the general nature of its business from that carried on by it at the date of this Facility Offer Letter.

3

The Customer shall provide any information reasonably requested by the Bank from time to time including with regard to the financial condition, assets and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by the Customer, any changes to management of the

Group, an up to date copy of its shareholders’ register and updated cash flow projections.

4

The Customer shall provide to the Bank a copy of the Group’s consolidated audited annual financial statements within 180 days from the end of each financial year.

5

The Customer shall notify the Bank upon the occurrence of any event which is likely to result in a Material Adverse Effect.

Material Adverse Effect means an event which could reasonably be expected to have a material adverse effect on:

(a)      the business, operations, property, condition (financial or otherwise) or prospects of the Customer; or

(b)      the ability of the Customer or, where applicable, a guarantor, to perform its obligations under the Facility Documents; or

(c)      the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Facility Documents or the rights or remedies of the Bank under any of the Facility Documents.

6

The Customer shall immediately notify in writing the Bank in case Ibex Global Limited ceases to hold at least 90% of the Customer.

7

The Customer shall ensure that 100% of its credit turn over (CTO) shall be routed through Bank’s counters.

8

The Customer acknowledges that the Drawdown will be for amount equal to the lower of (i) 90% of the invoice value attached to the Drawdown request and (ii) the Available Facility (as defined in the

Revolving Loan Agreement (as defined in Schedule 1 (The Facilities) hereto)).

9

The Customer shall ensure that the aggregate of all receivables payable to them in the next 90 days as resulting from the monthly report to be delivered to the Bank shall not be lower than 112% (the

“Receivables Coverage Ratio”) of the aggregate outstanding Loans under the Revolving Loan Facility.

10

If, at any time the Receivables Coverage Ratio is not met, the Bank, without prejudice to any other right available to it pursuant to the Facility Documents, the DACA and any other document referred to thereunder, shall be entitled to send to HBUS a Disposition Notice (as defined in the DACA) directing HBUS to transfer on the Customer’s account with the Bank an amount sufficient to restore the

Receivables Coverage Ratio.

11

The Customer expressly acknowledges and agrees that notwithstanding the Interest Period may be

shorter than 90 days, the Reference Rate applicable to each Drawdown will be 3-month Term SOFR calculated on the actual tenor of each Loan.

Siju Nair

Sindhu M Nanjaiah

Authorised Signatory

Authorised Signatory

Customer’s Declaration:

To:

HSBC Bank Middle East Limited

HSBC Tower, Downtown Dubai PO Box 66

Dubai

United Arab Emirates

1.

that we will inform the Bank of any and all parties involved with us in this agreement.

2.

the Bank has advised us that we should seek independent financial and legal advice in respect of this

Facility Offer Letter and we have noted this.

3.

that we have received a copy of and review the terms of the Facility Offer Letter and the corresponding

Terms and Conditions and a copy of the Tariff of Charges.

4.

that we have obtained the internal consents and authorisations to be able to accept this Facility Offer Letter and avail the Facilities hereunder.

/s/Nadeem Arshad Elahi

(Signature of person who has the authority to Borrow)

Name: Nadeem Arshad Elahi

Title:

 /s/Syed Mohammad Adnan

(Signature of person who has the authority to Borrow)

Name:  Syed Mohammad Adnan

Title:

1.0

Commercial Cards

Credit Limit

Other terms

USD50,000/-

Not Applicable

2.0

Revolving Loan Facility for Post Shipment Seller Loans (committed)

Purpose: To discount invoices.

Commitment: USD50,000,000/-

Reference Rate: 3M Term SOFR

Margin: 2% p.a.

Default Interest Rate: 3M Term SOFR

+ 2% p.a.

Interest Period: 3 months

Availability Period: Subject to the conditions precedent being met, from the signing date of the Revolving Loan Agreement until the date falling 3 months prior to

the Final Repayment Date

Repayment Date: Each Loan shall be repaid on the last day of its Interest Period.

Final Repayment Date: 24 months from the date of signing of the Revolving Loan Agreement.

This table shall be read in conjunction with the Revolving Loan Agreement ref No. CMB ISB 241159 and the Standard Trade Terms.

GLOSSARY:

Overdraft Facility

UOR: Unauthorized Overdraft Rate

Guarantee Line

APG: Advance Payment Guarantee; CGB: Credit Facility Guarantee; FNG: Financial Guarantee; PEB: Performance Bond Guarantee; TEB: Tender Bond Guarantee; REB: Retention Bond Guarantee; CGA: Custom Tax Guarantee

Import Line

DC: Documentary Credit; SDC: Financial Standby Letter of Credit; BR: Bill Receivable; SDG: Trade related Standby Letter of Credit; SDN: Performance Standby Letter of Credit

Import Cash Line Facility

AVL: Avalisation; BR: Bill Receivable; LDC: Clean (Local) Documentary Credit; CIL: Post Shipment Buyer Loan; DTL: Post Shipment Buyer Loan (Domestic); DPB: Deferred Payment Bill; DPC: Deferred Payment Credit; DC: Documentary Credit; PNP: Pre Shipment Buyer Loan; SGT: Shipping Guarantee; SDN: Performance Standby Letter of Credit; SDG: Trade related Standby Letter of Credit; AWR: Shipping Guarantee/Airway Bill Release Order; SDC: Financial Standby Letter of Credit

Export Cash Line Facility

BAP: Bills Purchased Documents against Acceptance Non DC; BPP: Bills Purchased on Delivery against Payment Non DC; BAC: Bills Purchased on Documents against Acceptance DC; BPC: Bills Purchased Under other Bank DC’s; BCA: Documents Against Acceptance; IBC: Documents Against Payment; LAE: Loan Against Exports; PC: Packing Credit